High School DxD: Era of Judgement
by ChaidexVulcan
Summary: Leoni Schmitt gets more than he bargained for when he moves to a new town. he learns that he has been watched for a month and is now a person of interest to the Gremory House. They are aiming to have him become their exemption piece!
1. Chapter 1

**Hey guys! Been a while! So, I wanted to write some more. I figured I hadn't done any OC stuff for a long time, and I thought this up. Anyway, this story takes place just a bit after season 3 ends. There are some things that mayto iffy to fans, but I intend to balance them. Anywhoooos, enjoy!**

Leoni sat on a park bench at his high school, watching his classmates file out of the school to enjoy the weekend. They talked of going to Karaoke, eating at a nice place, or maybe just watching a movie. But Leoni would spend his weekend by himself. Again. He had kept track of how many times he had gone with any friends to do something. Twice. Both in 6th grade. Ever since then, his parents had been too concerned with work to care. They were overseas for a few years, so Leoni couldn't even talk to the people who were supposed to help him grow up.

This would be the last time he would be spending this time alone, however. Or so he hoped. He was transferring to a new school within the next day. Supposedly, up until a few years ago, the school was all girls. Girls generally didn't spend time with Leoni. Not because he was gross, ugly, or rude, he just wasn't confident enough in himself to talk to them. He usually just stayed at his desk, doing his homework, or listening to music.

In 18 years, Leoni spent time with almost no one. He wasn't fat, a pervert, or anything. It was just a combination of being not confident, and was too concerned with other things. Leoni stood up, picking up his bag with his computer and school supplies in it. As he walked toward his house for the final time, he looked back, shook his head, and continued walking.

Two days later, Leoni finished unpacking at his new home. It was pretty luxurious, considering he paid for it himself. He looked out the window at the nearby Academy that would soon be a new start for him. He actually smiled, and fell onto his back, on his new bed.

"Hopefully, I can actually work up the balls to meet someone, instead of being a lonely weirdo…" He sighed.

Day one of school came, and Leoni actually felt...excited. For once, he was thrilled to meet new people! He donned his uniform, which complimented his black, spiked hair. (Think Cloud from advent Children.) He gathered his things quickly, and bolted out the door.

In class, as he knew it would happen, Leoni was introduced to the class up front. The teacher smiled.

"Go ahead, Leoni."

Leoni took a deep breath, smiling genuinely. "My name is Leoni Schmitt. I transferred here from Yukinari Academy. Thank you so much for having me here." He gave a smile.

To his surprise, the girls, besides a few, swooned.

"He's so nice!" One pointed out.

"Pretty hot, too!" another gossiped

"And for once, we all have a shot at him because he's in our class!" Another one schemed.

"Plus, he doesn't seem like a perv…" Yet another silently rejoiced.

The teacher smiled at Leoni, and gestured to a seat. "Go ahead and take a seat in the back row by Issei?"

Leoni swore he could've heard dreams shattering like glass in the ladies hearts.

"No! He'll get infected by perviness!" One panicked.

The boy, apparently named Issei, became irritated. "Shut up, alright!? Jeez, it's not like I'm that terrible!"

Leoni laughed a little, and took his seat. The teacher blushed a little, as she was embarrassed. "So...I'm a bit embarrassed...the school board hasn't given me a lesson plan for today, so, I suppose we'll have a free day. Just don't go nuts, alright?"

All the students cheered. The teacher freaked out a little. "No! C-Calm down!"

All the students began talking, or playing games. Leoni wasn't sure what to do. So, he tapped on the boy's shoulder. He turned around.

"Hey...I'm Leoni. Pleasure to meet you, man." Leoni greeted him, slightly nervous.

To his delight, Issei smiled, and fully turned in his chair. "Nice to meet ya! I'm Issei."

A few girls came over to talk with Issei.

A girl with golden yellow hair smiled sweetly. "Oh! Your name is Leoni, right? My name is Asia Argento!"

A woman with orange-ish hair became excited. "I'm Irina! Good to have somebody new here!"

And finally a woman with blue hair introduced herself. "I am Xenovia Quarta. It is a pleasure."

Leoni blinked a couple times. "Well...yeah! Good to meet you all."

Issei turned to the girls. "So, what's up?"

Xenovia spoke up. "Well, Rias wanted us to spar during club time today."

Issei got pumped. "Yes!"

Leoni got curious. "Spar? Club?"

Issei responded. "Oh, that's right. Forgot you're new. We're part of the Occult Research Club."

Leoni was still confused. "...And you spar…?"

Issei and Xenovia got an 'Oh Crap' look.

Leoni laughed. "Just kidding. What you guys do is your business."

Issei silently rejoiced. "Y-Yeah…"

Leoni was still iffy on Issei's answer. But, he needed to keep up his martial arts, so maybe…

"...Would you mind if I joined you?" Leoni asked.

All 4 of them looked at each other.

Asia spoke up. "That might not be the best idea…"

Leoni joked a little. "What, are you saying I'm weak?"

Asia thankfully caught on, laughing a little. "No, no, not at all. But it is a club thing."

Leoni laughed. "Alright, alright. No biggy."

The group laughed together. And for the first time, Leoni felt accepted. After school, the group talked again, making plans to go get something to eat the next day. They headed off to spar, and Leoni planned to head home. As he gathered his things, he decided there was no harm in just watching the sparring. He would go ask Issei if it was okay to watch. He found the club directory, and found the correct building. He headed over, pretty excited. But upon seeing them, he saw something incredible. Almost horrifying.

Issei faced Kiba, and engaged his sacred gear. "Balance Breaker! Scale Mail!"

Armor formed on his body, shimmering red, with green jewels. Leoni fell backwards, in disbelief. He got up, and hurried into a nearby bush area. The boy on the other side wielded a full on sword. A woman with blazing crimson hair stepped forward.

"As much as I'm thankful Issei saved me, we need to be ready for any more attacks from Loki."

Leoni was listening, but was completely stunned. Loki? A norse god? There was no way.

The woman spoke again. "Loki took control of my emotions, and manipulated my feelings for Issei. We need to improve our reaction time."

Leoni couldn't help but back up, a bit frightened when the woman used a sort of circle to summon a small….what looked like a bat. The bat then became a woman before his very eyes.

"Would you pass out flyers while we train?"

The bat woman nodded, disappearing.

Leoni took a step to get away, and just go to sleep at home. However, he forgot where he was. He heard a snap, and apparently, so did the others.

A black haired woman smiled. "Oh my! Looks like we have a mouse in our mix!"

Leoni didn't know what to do. So he did the only think his cowardly self could think of.

He ran. And he ran fast.

Issei looked in that direction. "Wait, is that leoni!?"

The black haired woman suddenly appeared in front of Leoni from another circle. For some reason, her smile was the least settling thing. Leoni fell over, scurrying to get away. The woman just continued to block him every way he went. He began to hard core panic.

"Just don't kill me, please! I won't say anything, just don't hurt me!" He yelled.

The woman just looked at leoni. "Well, I wasn't planning to. Just tell us what you're doing here."

"Issei and Xenovia mentioned the club, and I came to check it out! I'm sorry!"

The woman sighed. "Rias, I told you it was a bad idea to practice here."

Rias sighed. "I thought it would be easier, but apparently not…sorry, Akeno."

Leoni was scared to death, and tried to crawl away. Akeno again stopped him.

"Why can't I just go home and go to bed!?" He cried.

Akeno smiled. "Now, now. Peeping toms never prosper."

Issei laughed. "I'd know better than most."

Leoni was terrified. Rias walked over to him, very calm. Leoni's face showed her how scared he was. Partly because he barely talks to people in general.

"...Well, we should take a break anyway. Let's make him some tea."

Leoni was stupefied. "...wait, what?"

Akeno spoke up. "As I said, I didn't intend to harm you. Now come on. I'll make whatever flavor of tea you like."

Inside the club HQ, everyone was talking casually, while Leoni was sitting awkwardly, uncertain of what just happened. Akeno came by and sat next to him.

"Are you alright? Sorry if I scared you...It must have been quite a shock."

Leoni stayed fairly quiet. "That's an understatement…"

Akeno frowned a little. "Your name is Leoni, right?"

Leoni looked at her. "Yeah. Leoni Schmitt."

Akeno put a hand on his leg. "By no means are we angry. You simply surprised us. I'm sure Rias isn't happy about the accident itself, but there's no way to remove your memory, so don't worry."

Leoni took a minute, then a deep breath. "Yeah...Yeah, I suppose I'm over reacting. But...still. What in the world was that power?"

Rias interrupted. "Well, Leoni, since the cat is out of the bag, I guess we should start from the beginning."

Leoni raised an eyebrow. "Pardon, ma'am, but the beginning?"

Rias paused for a minute. "Oh, right...so, I should probably give introductions first. My name is Rias Gremory. I am the heir to the house of Gremory. The woman next to you is Akeno, the girl with the white hair next to me is Koneko, the one in the box is Gasper, and you've met Issei, Irina, Asia, and Xenovia. The man with the blonde hair is Kiba. But, we're missing Rossweisse…

Issei piped up. "She's our teacher in class."

Leoni blinked. "Whoa, seriously?"

Rias smiled. "Well, now that introductions are out of the way, you must have a lot of questions."

Leoni gave a slight chuckle. "A lot? That's an underestimation."

Rias giggled a little. "Well, first thing's first. You should know something...We aren't human."

Leoni normally would bust up laughing at something like that. But considering the magic or...whatever that they used, he couldn't discredit her claim.

Rias seemed impressed. "Not even a gasp or blink?"

Leoni looked grim. "You used powers that created armor from thin air, warped from place to place, and made swords just….exist. If you told me that Dracula existed, I wouldn't be surprised.

Rias sat by issei. "And what if I told you that we were devils?"

Leoni's eyes widened. "What…?"

Koneko giggled. "There's the reaction."

Rias spoke again. "Exactly. All of us in this room, besides you, and Irina, are devils. So is Rossweisse. Irina is an angel."

She flashed her wings. Everyone else followed suit. Leoni was shocked. Akeno's wing accidently hit Leoni.

Akeno apologized. "Sorry. I forget my own wingspan sometimes." She flapped her wings a few times to stretch them.

Rias continued to explain the war between Angels, Devils, and Fallen Angels. How Issei came into their lives, and the eventual peace between the 3 factions. Even the process of becoming a devil. Leoni surprisingly enough understood most of it. But...it made him feel...inferior.

Rias took a relaxed breath. "And that the most of it. Any other questions?"

Leoni sat for a second. "...So why tell me this? You could've just let me think I was delirious."

Rias smiled at Issei. "Issei can answer that."

Issei smirked. "Well, you can fight, yeah?"

Leoni perked up. "Of course! I can kick anyone's ass, seven ways to Sunday!"

Issei had a brilliant fire in his eyes. "Then what if, we could try to have you become a devil with us? I mean, you greeted most of us with open arms, and Akeno did some research on you."

Akeno nodded. "You have a great track record."

Leoni was confused. "Wait, but Rias, I thought you had a full chess set for your Evil Pieces?"

Rias giggled. "That's the cool thing. We've recently been given the authority for something called an Exemption Piece. If the entire chess set uses their power to make someone a devil, they can make someone a pawn. But, the amount of power, just like with any person, varies based on how many pieces you will take up. So if you need 3 pawns worth of power, you will come in as a 3 pawn Exemption Piece. But each king in the set can only use an Exemption Piece once. Ever. No more after that."

Leoni stopped to think. "But why me? I have no talents. I haven't met you all for more than a day...and besides, I haven't done anything like any of you."

Rias looked at Issei once more. Issei stood up, smiling. "I know there's something lying dormant in you. I won't let you in without a test. But you talked up a little game in the classroom today. So I want you to show me what you've got!"

Leoni paused. "...this seems rushed, and too good to be true...I mean, you've known me for like 6 hours...yet you're already willing to make me your only Exemption Piece? This seems like something straight out of an anime…(wink wink, nudge nudge) I mean, there's nothing I hold thats of value to people more powerful that I can dream, in only 6 hours."

Issei walked up, and put a hand on his shoulder. "Just...trust me. I believe that your power will get stronger with us here for you."

Leoni continued doubting himself. It was day one here...he had no skills, and no knowledge of these people. There was no way he could be someone they would need. But Leoni looked around again. All these people were friendly, and supportive. If devils could exist, and they could use powers beyond humans, his entire world is changed. So...why shouldn't he?

"I'll do it." He finally said. "I'm tired of being in the background. It's time I shaped a story for myself!"

Issei nodded. "Right! Let's head outside. We'll spar there."

The group headed to the same field as before. Issei took stance away from Leoni. Leoni took stance away from Issei. Leoni knew he was outmatched. He may have boxing experience and martial arts under his belt, but how would that help him against this sort of power? Issei brought forth his sacred gear. Leoni said nothing.

Issei smiled. "Show me what you've got! I don't care how bad it is! Throw everything at me!"

Leoni raced at Issei, looking as if he was going for a forward strike. Issei punched to stop the assault. Leoni notice Issei's plan, and decided to use it against him. As Issei punched, Leoni put a hand on the sacred gear arm, using it to leap off of Issei, and land behind him. Leoni spun around for a hook kick, using it's momentum. He knocked Issei away hard, landing the blow straight to the side. Issei fell a little, but brushed off the attack. He spun himself, landing a hard backfist right to Leoni's chest. Leoni was flung back hard. Leoni toppled over, rolling a bit on the ground before stopping. He slowly got up, blood slightly spilling out of his mouth. He clenched his teeth, assaulting Issei head on again. This time, Issei played the strategist. Leoni threw a punch, and Issei blocked. Issei then swept at Leoni's legs. Leoni used this to his advantage by using Issei's blocking hand to pull him into a throw over his shoulder. Issei was slammed to the ground. Leoni followed up by throwing an axe kick straight into Issei's back. Yet Issei got up, almost unharmed. Issei hit Leoni's leg, forcing him to collapse. Using the momentum of Leoni's movement downward, Issei hit leoni with another backfist. Straight to the side of the head. Leoni was launched yet again. Right into a nearby tree. Leoni could barely stand any more. He gripped the ground.

"No!" He yelled. "I refuse to be left behind again!"

Leoni jumped onto the tree trunk, and pushing off. He rocketed at Issei. But instead of a forward strike, he tackled Issei, and spun around him, pressing him hard into the ground, and even skidding a few feet. Issei clearly wasn't enjoying that experience. Issei rolled over, throwing his elbow into Leoni's stomach. Leoni was unable to move. He had lost. Issei threw the final punch, and…

"Enough!" Rias called.

Issei stopped. Leoni was breathing hard. It was obvious he was in a lot of pain.

Rias walked over. She looked at Leoni. Leoni looked away, angry.

"I'm sorry...I was too weak...I failed." He said, quietly hating himself.

Rias laughed. "On the contrary. You passed with flying colors!"

Leoni looked up, battered and beaten. "Wh-What…?"

Rias smiled. "You used intelligent strategies that kept Issei guessing. And you mixed your attack variety that proved effective against your opponent. Most importantly, you never gave up, even when faced with defeat. You would make a fine addition to this team."

Asia rushed over, and began healing Leoni. After she was done, she began healing Issei. Rias helped Leoni up. She smiled. The others walked over to join them. Once Issei was healed, they headed back inside. Rias laid a large magic circle on the floor.

"Leoni, lay here." she spoke.

Leoni did so.

Rias stood away from the circle. She raised her arms. "Leoni Schmitt, you have proven your strength. I, and my friends have chosen you as our exemption piece. You now live your life for my sake. Now, rise!"

The circle shined brightly, and Leoni grew his wings. After the ritual was done, he staggered to his feet. He moved his wings a little, testing them. The others cheered.

Akeno came forward. "Now that you're one of us, I can be fully honest."

"About what, Akeno?"

"...We didn't know about you only today. We've been watching you for a month now."

"E-Excuse me…?" Leoni was shocked.

Rias stepped in. "She's right. Her familiar saw you at your old school, and noticed a great power shining in you. That's why today seemed like it was rushed. And why we were so quick to accept you. We already knew partially what you were capable of."

Leoni looked down at his feet. "Then why…?"

Rias finished his sentence. "Why did we test you? The heart is different than the body. We had to see exactly who you were before we did anything. Had you not interrupted our training today, I would have asked Issei to bring you here in the next few days."

Leoni looked at her and blinked. "So…"

Rias nodded. "We've had a spot saved just for you for about 3 weeks now."

Leoni laughed, but tears started welling up in his eyes. Akeno became concerned.

"What's wrong…?"

Leoni looked at her, smiling. "It feels nice...to be needed."

 **There you are! I recently finished season 3, and i liked it a lot! So, I decided to write this, and pick Infinite Nebula back up. Let me know what you think! And don't worry. All devil families have access to the Exemption Piece. I even intend to use it to beef up rating games and such. I won't go nuts. I promise. See ya!**


	2. Chapter 2

**Hey guys! I got a lot of good reactions to the story. So, I'll continue it! To answer some questions, though. The story takes place in the anime, not the manga. Just so we're clear. Also, the exemption piece can only make pawns. And Leoni was weak, due to all the strength Issei has gained. Plus, the anime even acknowledges that a devil has much higher strength than a human. So, Leoni was no match for Issei from the beginning. Now that Leoni is a devil, his power will increase. Well, I'm gonna try to lay some groundwork now. Enjoy! And don't be afraid to PM or review. Just don't be a jerk. Otherwise, I'm very open to criticism.**

Leoni woke to his alarm clock as usual. But for some reason, he was quicker to react. He thought he even damaged his alarm button. He looked at his hand for a minute, and thought to the previous day.

"That's right...I'm a devil now…" He said to himself. He remembered Rias' words from the meeting the day before.

"We had decided to make you our Exemption Piece. Now, Rise!" He recalled.

Leoni got out of bed, and quickly got dressed. To his surprise, he heard a knock at the door. He quickly got his laptop, and answered the door. It was Akeno, Issei, and Asia.

Akeno smiled. "Morning, newbie!"

Leoni laughed. "Yeah. Come on in."

The three entered. Leoni quickly made some tea for Akeno and Asia. Issei declined. Leoni made some coffee. 2 creams, 2 sugars. He sat with the others.

Finally, Leoni spoke. "So, why did you have me set my alarm for 2 hours before my usual wake up time? It's Saturday for crying out loud. I mean, I do get up at a decent time every day."

Akeno answered politely. "Sorry for that. Rias decided we needed to do training today. We want to awaken the Forgotten Gear inside you."

Issei lifted an eyebrow. "Forgotten Gear? Oh, that's right. Rias talked about it after you left, Leoni."

Asia smiled at Leoni. "A person who holds a Sacred Gear in them, and is used as an Exemption Piece, has their Sacred Gear change into an evolved form. One you can't get normally. That's why it's "Forgotten"."

Akeno warned Leoni. "But, that's not say it's a power boost. You'll still need to work hard to earn the power it gives you. It simply chooses a different form."

Leoni nodded. But he was still fuzzy on what a Sacred Gear was. But if he held one, Akeno and Rias were right. He needed to awaken it. Especially if he wanted to get to Issei's level. The group finished their drinks, and headed outside, over to the club building again. Rias greeted them inside, as did the other members. Surprisingly enough, Gasper and Rossweisse were there.

Rossweisse laughed. "To be honest, I'm surprised. I didn't know you were the one Rias and the others picked out."

Leoni nodded. "I'm glad they did though."

Rias smiled. "Well, thank you. Now.."

She stood up, folding her arms. "...We need to find out how to bring out your Forgotten Gear."

Leoni wondered about that. "Issei's was triggered by protecting Asia, right? So how would I get a similar trigger? And don't try to kill my parents, please."

Rias laughed. "No, no. We literally will just have to keep practicing today until we yield something. If not the real thing."

Leoni nodded. The group headed into multiple groups to train. Issei was with Kiba, Irina and Koneko, Asia with Akeno, Xenovia, and Rossweisse. Gasper preferred not to train. Rias would train Leoni.

Rias wouldn't go easy on leoni. The first thing they trained for was reaction time. Rias sealed Leoni in one place, while she fired attacks at him. He needed to dodge 30 in succession. They were light blasts, so no real damage would be sustained. Only a small sting.

Rias prepped the challenge. "Ready, leoni?"

Leoni took a breath. "Ready!"

Rias launched her onslaught. Leoni surprisingly felt like water, dodging the attacks. Around the 15th one, he felt the sting. The onslaught stopped and Rias smiled.

"Pretty good for the first shot. No pun intended. But we're going again." She spoke.

Leoni nodded. He took fighting stance, Rias freezing his feet again. The onslaught was launched again. Only 12 dodges. Again. 14. Again. 15. Soon, Leoni had done the exercise 24 times, all lower than 16 dodges. He was breathless. Rias sighed. But she smiled.

"Good Work. Let's take a break." She began to walk away.

"No….Again!" Leoni flared. His eyes were practically on fire.

RIas turned, surprised. "Leoni, we've been at this for a while. It's alright. We can afford to take a breather while you get your energy-"

"No! I _will_ finish this before I'm done! You used your only Exemption piece on me, and I won't let my weakness get in the way! Again, please!" He yelled.

Rias stood there for a minute. Then she closed her eyes and smiled. She walked back to her position, and sealed his feet. Leoni stood unfazed, not even in fighting stance. She fired her onslaught again. This time, leoni focused. He dodged one after another, each one almost slow motion to Leoni. After number 15, Leoni spoke.

"Speed it up!" He yelled, practically taunting her.

Rias smirked, obliging. The barrage hastened, Leoni adapting. He stayed focused, not giving up, and seeming like pure liquid between the blasts. Finally, Leoni was barely scratched by one. He slammed the ground after dropping to the ground.

"Damn it all!" He roared.

Rias walked over. "Leoni…" She knelt down. "Look at me."

Leoni obeyed. RIas grinned. "You dodged 57, Leoni. 57."

After a short break for tea, Leoni was the first up to continue training. Gasper was puzzled.

"U-Um...Mr. Schmitt? I might not be training, but Rias said an hour break. It's only been 20 minutes…"

Leoni stopped, feeling everyone looking at him. He turned slowly. "I don't plan on being a weak link. And I know it'll be hard to bring this Forgotten Gear out."

He looked upwards. "But now that I know what a difference I can make, I don't want to be In the background anymore. So I want it. More than anything."

He turned again, walking into the nearby trees, wrapping his hands in bandages. He stopped at a dying tree. He took his stance, and began practicing simple One-Two jabs. The tree barely budged, but took the hits without really harming Leoni's hands. Leoni hit harder, now throwing kicks in the mix. He kept going as much as he could. Soon enough, his feet and hands began to bleed. But Leoni paid no attention. Unknown to him, was the fact that the others were watching. Leoni continued, his whole fist covered in blood. He couldn't feel anything anymore in his hands or feet. The tree now was worn, but not broken. All the while, Leoni was striking harder. Faster. After an hour and a half, Leoni threw his last punch, and couldn't handle it anymore. He fell to the ground, in obvious pain from his hands and feet now gaining feeling back. Tears welled up in his eyes. He got back up. He remembered how much time he'd wasted in the past school he was enrolled in.

Leoni's jaw clenched so hard, he might as well have broken it. His eyes widened, angry. He got up, the fire in him igniting again. He stood again in front of the tree. He faced it, took stance, and...He screamed. As loud as possible. Throwing all his pain and rage into it. It scared the crap out of the group watching. Leoni threw even more attacks, his blood now staining the tree with every hit. After a few minutes, his strikes slowed, him collapsing again.

"No! Not good enough!" He scolded himself. He rose once again, only to fall. But he kept trying to get up. Finally, Asia rushed forward.

"Stop! Please! You're hurting yourself too much!" She cried. She instantly fell to her knees, starting to heal him. Leoni lay on his back, breathing hard, with sweat dripping from him. The group stepped forward. Rias stayed back, uncertain of what to say. As did Issei. Kiba and Koneko helped leoni up after Asia was done. Leoni tried to push them away, but they wouldn't budge.

Kiba smirked. "You're probably the hardest working guy I've met. But you can't just kill yourself like that…"

"I won't...let you guys down!" Leoni said, finally freeing himself.

Koneko became irritated. "Enough. You'll just hurt yourself."

Leoni walked back to the tree. Asia begged him to stop, before he really hurt himself. Leoni calmed. He laid on his stomach, and began doing one-armed push ups. Then he moved to planking. The others trained a little. Rias and Issei sat, talking.

Rias was dumbfounded. "He's...he's going to kill himself at this rate...I can't believe him."

Issei shook his head. "He's been planking for nearly 20 minutes...we head to dinner in 10 minutes...we should stop him...but...I feel just like he does when someone puts you in danger, Rias."

Rias blushed, surprised. "Wh-What…?"

Issei looked at the sunset. "Leoni wants to be strong. To protect us. I feel the same. In that sense, we're similar."

Rias looked on, still blushing, as Leoni finally collapsed, Akeno helping him up.

She helped Leoni inside. Leoni sat on the couch, Asia and Akeno getting ready for dinner, by changing out of their workout clothes. Leoni was quiet, then finally he spoke softly to himself.

"Not good enough...no results yet…"

Asia apparently heard him, and actually got upset. She spun around, and yelled. "What do you mean, not good enough!? You...You...how could you discredit yourself like that!? You did wonderful work today! I've never seen any of us push that hard! Forgotten Gear or not, you literally poured blood, sweat and tears into today's training!"

She calmed, smiling. Leoni looked on, wide-eyed.

"I just...You did so well today...You made lots of us push even more...Please...reward yourself….why do you seem to hate yourself so much…?"

Leoni sighed, looking down. The girls sat on the couch.

"I've spent so much time quiet, not wanting to talk to anyone...I've wasted my life...then you all come along, and give me a gift I can never repay...I just want to make everyone proud...Rias will never get another Exemption Piece, and so I...I just...broke...I wanted to be needed...to be a servant of value...I'm...I'm so sorry…"

Akeno put a hand on his leg. "Leoni...You won't be useless...you pushed past a limit even Issei hasn't broken through yet, physically. And you're family now. We will always care for you." she smiled.

Leoni looked at her, wide-eyed again. Tears welled up in his eyes, and he began to cry, saying "Thank You…" over and over. Akeno hugged him.

After a minute or two, leoni calmed down. He looked at Akeno. "S-Sorry...it's out of my system now…"

She let go. He hugged Asia. "Thank you both...for setting me straight." He said, smiling.

The three got ready quickly, and joined the others to go to dinner. They chose a nice restaraunt. Issei protested.

"We can't pay for this!" He exclaimed.

Leoni smiled, stepping forward. "I'll pay for everyone's dinner. I have enough."

Rossweisse was in awe. "How do you have that much money!?"

"I pay for everything I own by myself. Parents are gone, remember? Besides...Isn't this what families do for each other?"

Akeno smiled. "And I'll pay for the desserts."

The group sat down to have a nice meal. Afterward, they split off to head home. Leoni stopped in front of his house, and looked at the stars. He smiled.

"Beautiful, aren't they?" A woman asked, stepping from the shadows. It was Akeno.

Leoni nearly fell over. "Gah! Wh-Where'd you come from!?"

Akeno laughed. "Hey, my house is undergoing some work. Can I stay with you tonight?"

Leoni blushed. "A girl…? In m-my house…? I don't know…"

Akeno got closer. "Oh, come now. I won't do anything _that_ riskay."

"Wh-what!? W-w-why don't you stay with issei!?"

"Well, Rias has already caught that fish. And she doesn't trust me with him. Pleeeeeeease…?" Akeno begged, making an irresistible face.

Finally, Leoni gave in. "F-Fine...just...I'm worried…"

Akeno smiled. "Yay! But about what?"

"I...only have one bed...I didn't plan on overnight guests...I'll take the couch tonight."

Akeno clung to Leoni's arm. "No, we can be in the same bed. You've earned a nice rest."

Leoni felt Akeno's chest pressing against him, and he turned beet red. "O-Okay…."

They walked into the house, and Leoni made the bed, and brewed some tea. After a nice cup of warm tea, the two went to leoni's room to go to sleep. Leoni got in, as Akeno got ready for bed. Leoni took the side closest to the wall to let Akeno have some space. Akeno came back, and climbed in. Leoni soon fell asleep.

In the morning, Leoni woke easily. He had a fantastic sleep. But when he tried to get up, he felt something on top of him...He lifted the covers to find a sleeping, and naked, Akeno. He panicked. He gasped a little, scampering out of bed, and tried to calm down. Akeno slowly woke up.

"Good morning, Leoni" She almost purred.

"Wh-why are you naked!?" He exclaimed.

She giggled. "It's more comfortable. Besides, you were really warm."

"B-But…" Leoni stammered.

Akeno slowly got out of bed. She walked over, and put a finger to his lips. "Shhh…" She slyly spoke. She smiled, and almost swayed her hips as she walked away to put on clothes, taunting Leoni.

Leoni just sat there, blushing. "What...the hell...was that…?"

The two were meeting Rias, and Issei for lunch that day, around 1. Akeno finally got dressed, as did Leoni. The two walked to the restaurant to meet up with the others. As they greeted each other, Leoni seemed out of it. His mind was focused on the events of the previous day.

"..ni? L...ni…? Leoni!" Rias yelled, practically in his ear.

Leoni panicked, snapping back to reality. "S-Sorry!"

Issei yawned. "You okay? You seem pretty distracted."

Rias intervened in the conversation. "To be honest Leoni, I'm glad Issei just asked. That's exactly what I need to find out."

Everyone sat down. The waitress came and got their order for drinks, and quickly ran them out. Leoni stared at the ice in it a little bit before responding.

"So, you want to know why I did what I did yesterday…" He asked calmly.

Issei answered. "Well...yeah. You went kind of nuts in training yesterday. Asia wouldn't calm down for a while."

Akeno frowned a little, looking at Leoni. "I'd like to know as well."

Leoni sighed. It was a few minutes before Rias breathed out.

"Alright...it's okay if you can't tell us-"

"To be remembered." Leoni interrupted.

The group stopped, shocked.

"I...I want to be remembered. I spent years of my life hiding myself in the background. I can't do it anymore. I won't be ignored by people anymore. Frankly, it scares me to think of spending the rest of my life like that. Spending time watching other enjoy their lives, while I just walk through the steps of life. And when I was given the chance to stand out by Rias...I took it, and jumped into the unknown...but I don't care."

Leoni looked up, with probably the most determination seen in any one person.

"That's why...I will never back down, no matter the pain I have to deal with. Because the pain of being isolated is far worse to me than any possible cut or bruise. And until I unlock my Forgotten Gear...I'm afraid I'll have to keep going until I can't even move."

With that, Akeno was wide-eyed, as were Issei and Rias.

Rias spoke up. "But...Leoni...You've only been a devil for one day...You can't drive your body to the point of no return…"

Issei looked out the window, grim. "I'd know that better than most people."

Leoni stood up. "I don't give a damn. Frankly, my limits are pathetic right now. I apologize, but I won't stand by and wait until something happens to become strong."

Rias stood up, matching Leoni. "That's an order, Leoni."

The next thing Leoni said sent shivers down both Rias' and Issei's spines.

"Then maybe I shouldn't be your pawn anymore."

Issei flashed back to the time he said the exact same thing to Rias. It was when he was trying to save Asia from Fallen Angels. Issei remembered the struggle he had against himself, the fight with Rias, and Lady Reineir. Leoni put his money on the table, and walked out of the eatery.

Akeno was surprised. As was Rias. On the other hand, Issei wasn't in the slightest.

Rias sat down again. "...Akeno, would you make sure he doesn't do something stupid?"

Akeno hesitantly nodded. She slowly got up, and took out her phone. She had a message from Leoni that read:

"I'll be at the local gym if you all need something."

Akeno sighed, and headed to the gym. She found Leoni there, doing side-to-side jumps to the beat of a song on his stereo. It looked like he had already been at it for a while. But the look on his face looked almost...angry. Leoni continued for the duration of the song "Running in the 90's" at tempo. He stopped, and gave almost a glare at Akeno. He walked over to the punching bag, donning fingerless gloves. He began another song, and started beating up the bag. Akeno wasn't sure what to do.

"Leoni…?" She asked, louder, as the music was blaring.

Leoni stopped, and steadied the bag, and stopped the stereo. "...what…? You gonna lecture me about how wanting something so bad that I'd sacrifice anything is wrong? Like I know Rias was trying to do?"

Akeno felt a little attacked. "Leoni. That's not what she was doing...She's concerned. So am I. It's Day 2 as a devil, and you've pushed yourself past a point where your body can withstand it…"

Leoni looked at her. "So what? I'm weak. Everyone, even Gasper has more power than me. I'm the weakest link. I won't settle for that. Especially after having been a moron who couldn't do anything or talk to anyone."

Akeno began to get angry. "Leoni! You have value to the team. Rias wouldn't have used her Exemption Piece otherwise. You want to be remembered? This isn't the way to do it! Talking back to Rias, blowing us off!"

Leoni looked back at the punching bag. "And what if something happens to us? Right now?"

Akeno was caught off guard. "What?"

"If something happened to us all right now, and I couldn't do anything about it...do you know how ripped apart I would feel? Do you know what I would do?"

"No..I don't…" she hesitantly responded.

Leoni looked at her, angry beyond reason, tears welling up.

"I would end my life." He said, intensely.

Akeno went wide-eyed. Leoni just said he would kill himself if he couldn't do anything to help the Occult Research Club. No, not the club...the people in it.

Leoni tightened his fists. "Do you know what it's like to feel useless…? Like you've wasted your entire life feeling like you'll never be good enough? Especially because your parents are such big shots that they put work over their son?"

Akeno did feel bad for Leoni, but she was getting irritated.

Leoni continued. "I've been given a second chance...if I squander it sitting around, I could never live with my mistakes."

"Stop!" Akeno yelled.

Leoni was taken aback.

Akeno walked close to him...and smacked him. Leoni stood in shock.

"How dare you treat yourself and others this poorly. You consider yourself scum because you weren't popular. You consider yourself weak because you aren't massive with muscle. But you showed perseverance yesterday. You showed a dedication none of us have…"

She looked at him, angry again. "But you can't do what you think is right, and leave us in the dust! We're here to help you! Not to watch as you harm yourself over and over because you don't think something worked! I won't watch you do that!"

Leoni was stunned. "I...Akeno...I'm...I'm so sorry...I had no idea it made you all feel like that…"

Akeno finally smiled again. "Of course...We do care, Leoni."

Then, Akeno's phone rang. It was Rias. She picked it up. "Hello?"

" _Get out of there! Now!"_

"Wait, what? Why!?" She asked, a little alarmed.

" _There's a powerful rogue demon on it's way to you both! We can't get there in time!"_

A loud clang was heard at the gym door. The two inside the gym, spun around, now on edge. The metal door bent, and the walls began to crack. Akeno put her hand out, in front of Leoni. She used her abilities to don her fighting wear.

"Stand back…" She spoke.

The demon broke through the wall. It had the shape of the scorpion, with eyes all over it. It had a mouth, deformed, and full of crooked teeth.

Akeno narrowed her eyes. "Maldon...You ran from your master long ago...I thought you disappeared for good."

The scorpion laughed, which frankly creeped Leoni out. It spoke…"Well, if it isn't the pipsqueak I was looking for. And yeah, I did...but I got stronger! Oh…? I see you have a boyfriend…"

Maldon looked at Leoni. Without warning, he lashed his tail at Leoni. Akeno acted fast, pushing Leoni out of harm's way...but throwing herself into the line of the tail's fire. The tail hit Akeno hard in the shoulder, leaving a deep pierce wound. Akeno tumbled back a few feet, bleeding heavily. Leoni rushed to her side.

"Akeno! Akeno, are you alright!?" He panicked.

Maldon laughed again. "The poison in my tail is extremely potent! Even a girl like her has no chance! At most, she'll have 2 minutes to live! Hahahahahaha!"

Akeno looked like she was in extreme pain. She began to sweat, her body fighting the poison. She opened her eyes, smiling, though in pain.

"Sorry...I didn't mean to do this to you…" She said.

"No...no, it's okay!" He said, tearing up again.

"Wow...this really hurts...but...I suppose you're worth it." She spoke, smiling.

Leoni looked down, holding Akeno. Tears began to stream down his face. A green aura began to surround him. Akeno's words then resonated in his head. He held her, like a prince picking up her princess.

" _I suppose you're worth it."_

The aura grew more intense, and powerful.

" _You're worth it."_

Leoni set her down slowly, as she watched him power this aura.

Maldon was surprised. "Are you joking!? You think you can stand against me!? Why do you walk towards me, knowing she will die soon anyway!?"

Leoni didn't falter. He looked up, the aura blowing his hair.

"Because _she's worth fighting for!"_

At that moment, Leoni's arms shined with a bright green light. Leoni didn't flinch a bit. As the light faded, what it left in its wake were gauntlets, black and green, covering his entire arms. They were sleek, and intimidating. They even looked robotic. Lightning crackled from the sides of them as he walked forward. The aura exploded, as Leoni screamed with rage. The gauntlets slid a plate on the forearms forward, and created arm mounted twin blades. Leoni charged forward.

Maldon was stunned. He threw his tail at Leoni again, knowing it wouldn't miss. Well, it certainly didn't miss. Leoni caught Maldon's tail, slicing it with the other arm sword. The energy from the sword's edge even burned it. Leoni charged, retracting the swords. He jumped straight towards Maldon's mouth, energy accumulating in Leoni's hand. He released the energy in one massive strike, blowing Maldon apart from the inside. Maldon's scorpion body was obliterated. His human torso laid on the ground. Maldon looked at Leoni, standing triumphant above him.

"...How…?" Maldon managed to say.

Leoni glared at Maldon. "Simple. She's important to me. She accepted me. And that's a debt I can't repay. But with this…"

Leoni raised his fist.

"I'll make her proud."

He slammed his fist into Maldon's head. Maldon was dead. Leoni ran over, and held Akeno again.

"Akeno…! Are you alright…!?" He asked, making sure she wasn't hurt elsewhere.

Akeno reached up and held his cheek. "To be honest...no...but...you did it. You brought out your Forgotten Gear…"

Leoni took her hand off him, and held it. "I don't care! I want you safe!"

Leoni then did the only thing he could do. He leaned down, and began sucking the poison out of her shoulder. There was a lot, but Leoni had treated poison before on school trips. Leoni wrapped her shoulder in a bit of his shirt, also making a tourniquet. Akeno watched, still in pain, but in awe. After he was done, he sat, gazing at his arms. Akeno smiled.

"Do you hear its name?" She asked.

Leoni sat for a minute. Finally, he spoke. "...ZweiNacht." He said.

The gauntlets flashed again, and disappeared. Leoni looked at his arms again, them now being normal. He repeated the name again.

"ZweiNacht!" He commanded. Th gauntlets again returned in a flash of light. Akeno smiled.

"You did it, Leoni...I told you…" She spoke softly. She began to get woozy. The blood loss was getting to her. Leoni picked her up the same way as before, and began to walk her to the club center. He knew Asia could heal Akeno. Akeno reached her arms up and put them around his neck. Leoni blushed, but thought nothing of it.

He reached the club, and opened the door to a bunch of panicked members gathering their things to move out. They stopped, wide-eyed, and silent, as Leoni walked in with Akeno. He set her down gently on the couch, laying her lengthwise to let her fully relax.

"Asia. Would you please help me?" He asked.

Asia took a minute, stunned, then ran over. "Y-Yes! Sorry!"

Asia began healing Akeno's shoulder, also removing all remaining poison. Akeno slowly sat up afterward, smiling. She looked at Leoni.

"Thank you. For saving me back there…" She said sincerely.

Leoni, surprisingly enough, didn't blush or get nervous. He smiled back.

"Anything for someone as nice and caring as you." He replied. Akeno giggled.

Rias was confused. "Leoni...is that...did you…?"

Akeno spoke for Leoni. "Yes, Rias. Leoni defeated Maldon, all by himself. He also summoned his Forgotten Gear, ZweiNacht. Of course, I had a little injury, but Leoni repaid it ten fol. He sucked the poison out of my shoulder, then carried me here."

Rias blinked a few times. "ZweiNacht…? Impressive…"

Leoni smiled. "Thank you, Rias...for trying to keep my body from destroying itself. I'm sorry for what a said."

Rias laughed. "It's fine, Leoni. Issei did the same thing around the time his Sacred Gear awoke. I knew something was going to come from you when you said that."

Akeno stood up, and hugged Leoni from behind.

"Leoni?" She asked.

"Yes?" He responded.

"I'm proud of you."

 **Big chapter! I'm at school, so my chapters might be slow, but I'm aiming to post a new chapter once every week or so! Thank you guys!**


	3. Chapter 3

After the events that gave Leoni his Forgotten Gear, things became much easier. Leoni relaxed around everyone, and was much more receptive to advice and Rias' orders. Unfortunately, things still were awkward with Akeno...as she was still staying at Leoni's house. For the past week, Akeno always woke up on top of Leoni, naked. Just as Rias did with Issei. At first, Leoni was freaked out, but eventually, he just accepted it as the norm. The following morning, Leoni woke up, yet again, to find Akeno on top of him, curled up and naked. She woke up with him.

"Morning, Akeno…" He greeted her.

She smiled, and giggled. "Good morning. Being naked doesn't bother you any more?"

"You'll just keep doing it, so…" He said, patting her head. She brushed away his hand, laughing.

"You're no fun anymore!" She teased. "By the way, I never repaid you for saving me."

"...Akeno, I don't think I need payment…" He protested, his mind going to the gutter.

"Yes, you do. I was poisoned badly. And you cared enough to do everything you could to heal me. You and I both know Asia couldn't heal the poison…so…"

She leaned up, and kissed his cheek. Leoni blushed hard. "Okay, now it's a little weird…"

She smiled slyly. "Why? I only wanted to give you a little kiss..."

Leoni got a little flustered. "Well...I have a naked woman on me, who just kissed me…"

Akeno got closer to Leoni's face, and lifted herself up. This gave Leoni full view, which made him blush like crazy. She leaned in very close to his face.

"Is that a bad thing?" She purred.

Leoni began to panic a little. He'd never even dated a girl before! And Akeno was teasing him like there was no tomorrow! Thankfully, she stopped soon enough.

"Well...you'll have to earn the rest, Leoni~." She taunted.

Leoni really hoped she didn't want him to "Earn it" right then. Thankfully, she got dressed, and didn't pursue that morning's activities any further. Leoni got dressed as well, grabbing his laptop and bag. They were going to a casual Saturday club meeting. Akeno happily walked along, while Leoni was still baffled by Akeno that morning. He carried a box filled with what seemed to be paper. A heavy box at that. They arrived at the club, to Issei doing his usual harem raving.

"...and they'll all have fantastic boobs! I'm tellin' you! I'll be harem king in no time!" Issei proclaimed.

Akeno laughed, and Leoni shook his head. Next thing Leoni knew, Issei was holding his shoulders, bright eyed.

"Think about it, Leoni! Girls as far the eye can see, all wanting every bit and piece of you to touch and fawn over! It'd be heaven, right!?"

"Hey, man...I'm still getting used to people…" He said shyly.

Koneko sighed. "Don't corrupt Leoni. He's not a perv like you."

Issei smirked. "Leoni, you're officially my harem apprentice!"

Leoni panicked. "What!? How the hell did this come about!? I just woke up!"

Koneko shook her head. "Issei, let him be. It's only been a week…"

Issei looked up to the ceiling like there was some god there. Ironic for a devil. "I promise...one day, you will be my apprentice...we'll get you some girls in no time!"

"Well...that's the thing…" Leoni interrupted. "Look…"

He put the large box on the table in the center of the room. He opened it, and poured out a cascade of letters. Most of them with hearts on them. Issei looked on in awe.

Gasper reached over from his box, and picked up a letter. He opened it, and was surprised.

"It's...a love letter!" He spoke.

Leoni looked at Gasper in dismay. "They _all_ are...it seems I have a rather large fan club...the letters didn't come in until this past friday, so I fear for school on Monday…"

Koneko giggled. "Issei, it looks like the master out did the student!"

Issei looked on, his jaw practically on the floor. Kiba reached out, and picked up a note. He read it aloud:

"Dear Leoni,

You are handsome in every way. Even your heart speaks to me. I want to hold you and never let go, and feel those strong arms carry me, and keep me safe.

XOXO

Hinata Mikazuchi"

Rossweisse was a combination of baffled, jealous and was laughing. "As much as I wish a man would write me letters like that, that's just embarrassing."

Leoni blushed. "It's weird! Like, really weird! I've been here for a week or so! I barely know how to talk to people, and this happens!? What the hell!?"

Kiba went wide-eyed. "My god...they're serious…"

Leoni sighed. "Yeah...they really are…"

Akeno was giggling. "Well, you're one of the very few men here."

Leoni looked at her, surprised. "What, you're saying they're desperate!?"

Kiba spoke again. "I don't think she's saying that. Even I haven't gotten this many letters, and girls never leave me alone. You just became the prized blue ribbon in the fair, man."

Leoni shook his head. " I hesitate to think what will happen on Valentine's Day…"

Issei laughed. "Well, that's months away! We have summer to think about! That means summer trips!"

Leoni raised an eyebrow. "I feel like there's a tradition I'm not aware of…"

Rias nodded. "You're right. There is. We're going to take a trip back home. Or rather, my home."

Leoni was taken by surprise. "Wait, you mean full on hell!?"

Rias smiled cheerily. "That's the one! We'll train, then there's a celebration held there."

Leoni relaxed. "Sounds better than what I thought Hell was like."

Rias giggled, then became a little more stern. "Now, on the topic of training, about ZweiNacht...you don't know it's abilities, do you?"

Leoni shared her concern and interest. "Unfortunately, no…"

Rias stood up from leaning on her desk. "Alright then, everyone! 2 hours of practice, then we go to dinner!"

Issei groaned, then perked up at the idea of food. Leoni nodded, and was the first up to get his gear and head outside. The rest joined him, Akeno and Kiba being the fastest and sharing his enthusiasm. Rias stopped Kiba, asking for his aid to help Leoni understand ZweiNacht's abilities. The others split off to practice with one another.

Once the group had gone to their respective practice places, Rias stepped forward. "Summon it." she spoke plainly.

"ZweiNacht!" Leoni commanded, the gauntlets materializing.

Rias grinned. "Good. You can summon it whenever you want, I see. Now, Leoni, do you know what an equalizer is?"

Leoni thought for a moment. "Yeah...people use that to change the properties of music, right? Like turning up bass, or overall volume. In some cases, it can also change pitch, speed, and reverberation."

Kiba smiled. "You got it."

Rias nodded. "Well, congratulations, Leoni. You have essentially become a weaponized equalizer."

Leoni became confused. "How so?"

Rias pulled out what looked like a notepad. "Well, I did some digging. Apparently, ZweiNacht is a different form of a rather weak Sacred Gear named EinSchlafen."

Leoni stopped her. "So...EinSchlafen...One Sleep? And ZweiNacht...meaning…"

Kiba finished his statement. "First off, it's First Sleep. And ZweiNacht means Two Nights. Both are in German."

Leoni nodded, understanding. "Alright. But if EinSchlafen was weak, how did ZweiNacht beat that devil?"

Rias continued. "Well, EinSchlafen had one ability going for it. Just like waking up from sleep, it could awaken the inner strength of one person and rejuvenate them for a very short amount of time. Almost exactly like Issei's. But a more potent effect for a shorter time. EinSchlafen was thought to be the only stage the gear had. However…"

She looked at ZweiNacht. "You seem to have found a new one. After talking to my brother about it, we figured that because it's a Forgotten Gear, it brought out the one ability EinSchlafen had."

Leoni seemed skeptical. "That sounds more like a theory, to be honest with you...no disrespect intended."

Rias smiled. "None taken. It really is just a theory. But look at the energy inside the gauntlets. See it rising and falling?"

Leoni looked. She was right. The energy in each of the 3 gauges on the side of the gauntlets was rising and falling, like an equalizer. Of course there was no real way of telling if that had anything to do with being an equalizer at the moment.

"Leoni." Rias said sharply.

Leoni instantly snapped back to attention.

"I want you to think about a certain attribute of fighting you want to bring out. Then focus on bringing that out. Kiba!" She commanded.

Kiba, without warning summoned his Balance Breaker, dashing with incredible speed at Leoni. Leoni couldn't focus with this! What was Rias thinking!? Leoni focused as much as he could on how to react.

 _Tempo. Speed is Tempo._

Something spoke to him. Was it ZweiNacht…? Leoni shook it off, and spoke.

"Tempo…!" He yelled, taking fighting stance. Almost immediately, Leoni felt gravity fall away from him. Kiba seemed to turn to slow motion. He blinked, in disbelief.

 _Now, power! You need more power! Stop the attack with sheer strength! Bass!_

Leoni heeded the voice, and swiftly moved to the left side of Kiba.

"Bass!" He commanded. He felt gravity set in again, but felt his body become more stable, and confident. He reached his hand out, and simply grabbed Kiba's sword. Kiba stopped, uncertain what to think about what just happened. Rias was just as shocked.

 _Good, my master! You have successfully taken the first step in learning to use my power._

Leoni released Kiba's sword, and looked at ZweiNacht. "Are you….talking to me…?"

ZweiNacht responded, in a female voice. "Indeed. My name is Lyra. As a lover of all things music, I chose you because your emotion reflects a symphony. You hold within you much potential that hasn't been unleashed, and my power will help you."

Leoni smiled. "Gotta say, I'm surprised. I didn't expect a spirit to talk to me…"

Rias approached Leoni. "It's just like Issei's dragon…"

Lyra responded. "Ugh, you mean the Red Dragon Emperor? That hot-tempered, disorganized fool...But regardless, my greetings, Rias Gremory. I have heard many wonderful things about you."

Rias blushed a little. "Really? W-Well thank you, Lyra."

Lyra attempted to get the group back on track. "Well, shall we continue training?"

The group agreed, Kiba still stunned.

Lyra took the time to explain the way ZweiNacht worked to Leoni. "Young Master Leoni, the ZweiNacht does indeed work like an equalizer. There are 4 states in the regular mode of ZweiNacht that can boost stats. Bass increases strength, pure power. Pace increases speed of movement and attack. Beat increases defense. And finally, we have Melody. Melody balances out each stat the best you can handle them. Think of it as optimizing your body the best way you can. These stat boosts are nice, but beware: you can only use 15 stat changes before a 1 minute reset period. Another thing you should be aware of, is the unique lightning element that ZweiNacht can produce. The way you use it is up to you, but just know there are some techniques that I can teach you later. And you are already aware of my twin blades. As you move forward, we might be able to form a contract so we can formally meet in your world."

Leoni thought for a minute, then smiled. "Yeah….I'll look forward to it."

"Indeed!" Lyra responded, obviously excited. "Now, back to our task. Rias, analyze Leoni as he fights, and see how his body reacts to certain boosts."

Rias nodded, more confident now. "Understood. Kiba, Leoni, you may begin."

Kiba again charged, jumping at a low angle to get the edge on Leoni. Leoni in response activated a boost.

"Bass!" He commanded, sliding under Kiba's jump arc, and striking hard with his right arm to Kiba's stomach, and slamming him to the ground with a spin. Leoni used the pressure to boost himself back up to his feet. KIba coughed for a second, then got up again. This time, he went for a more evasive strategy. He took to using his speed to keep Leoni guessing, and striking occasionally. Leoni focused hard for a moment.

"Feel the beat, Leoni…" Lyra spoke softly.

Leoni heard Kiba's footsteps and began blocking every strike with precision. Leoni finally understood what Lyra meant. The footwork, the slashes from Kiba, the blocking, Leoni's boosts...they formed aspects of songs. He just had to hear them. Soon, it sounded like a song you would hear from the game "Cytus". The beats, the tempo. Everything was there, except for…

"Melody!" Leoni spoke, his body adjusting to balance what he could handle. Everything felt together. Leoni began to strike back. He felt the weight of every hit, every block, and soon felt himself keeping an even tempo, and occasionally boosting out of melody to mix Kiba up. After about 3 minutes, Kiba was exhausted, and fell, as Leoni still stood ready with 2 boosts left before reset.

Lyra seemed ecstatic. "Excellent! Did you hear the music, Leoni?"

"Yes. I understand how to work the boosts now. " He responded.

Kiba stood up. "Wait...you're telling me that Leoni is a musical fighter?"

Rias responded for Lyra. "Not at all. However, thinking of the battle as a song, allows Leoni to plot out the flow of the fight, and respond with the boosts to amplify his control. So, it feels like a song. Hence, why ZweiNacht is an equalizer."

Kiba pondered that for a second. "So, he simply controls the dynamic of the fight?"

Lyra laughed. "Both literally and metaphorically."

Rias smiled. "Well, that went smoother than expected. We have a little time yet. Kiba, would you like to spar with Leoni?"

Kiba thought for a moment, then nodded, smiling. "Sure! It's gonna be cool having a power this interesting in the mix."

Leoni became nervous. Lyra could sense this, and soothed him.

"Leoni, it's all about observation and response. That's what you learned in martial arts, right? Apply it in your sparring match."

Leoni breathed, then nodded. Kiba took position, and Leoni took his fighting stance. Rias gave the signal to start, but neither of them moved for what seemed like a good 5 minutes. At last, Kiba rushed at Leoni, striking low toward Leoni's left leg. Leoni, in response, pivoted, striking a backfist into Kiba's shoulder. Kiba was thrown forward slightly. Leoni shifted his feet to a runner's stance.

"Tempo!" He commanded, feeling his weight lighten.

He blurred past Kiba, appearing in front of him. He threw an uppercut which connected with Kiba's chin, then used his other arm to ready another strike.

"Bass!" He exclaimed.

The weight set back in, and channeled into the second punch, striking Kiba's stomach. As if the force set in after the fact, Kiba seemed to stop, then was launched backward. Kiba fell to the ground, bounced a couple times, then quickly regained his balance. Leoni started footwork, trying to keep himself alert. Kiba smiled, as if confident in his next strategy. He plunged his sword into the ground, summoning a cascade of other blades to surge forward at Leoni. Leoni realized the attack was moving too fast to dodge, so there was only the option to block as much damage as possible.

"Beat!" Leoni requested of his Gear. He stood his ground, taking several cuts, and blades to the arms and the legs. Surprisingly enough, they did not hurt. Leoni shifted back into bass, readying a source of energy.

"If you're stepping up the ranged game, so will I!" He warned, launching a ferocious bolt of green energy. Kiba side-stepped it, but not without difficulty. Leoni continued firing energy blasts, until Kiba was obviously losing footing. Leoni opened his hand, letting loose a fierce beam, directed at Kiba, and most of his surrounding area. The devil swordsman stood firm, and connected his sword with the blast, attempting to split and divert the energy. He held the beam back fairly well. Leoni realized this, and pushed his body to add more energy, adding his other arm to double the blast's power. Kiba at his point was barely fending the attack off. Both Kiba and Leoni were losing ground at each end, due to the pure force of the attack. Rias stood proud of her two soldiers, feeling the heat the attack, and the fighters produced. Finally, Kiba's footing gave out, sending him to the ground, and the beam barely missing him. Leoni stopped the assault, and fell to one knee, sweating from the amount of power he drove into the attack. KIba sat up, surprisingly happy.

"That was a pretty intense attack! I can't believe you managed to drive me to a corner!" He complimented.

Leoni didn't speak, merely smiled, breathing hard, and obviously drained. Rias became concerned.

"Leoni, you didn't hurt yourself trying to execute that attack, did you…?" She asked, walking towards him.

Leoni realized...she was right. He literally could not stand. He tried, and fell over. This alarmed both Kiba and Rias, who ran over to him. Kiba lifted Leoni up.

Kiba spoke to Leoni like it was a lecture. "Leoni. Never put your entire being into an attack. You can't even maintain body functions at this point…"

Lyra agreed. "While that was an impressive attack, you literally overloaded your body's energy supply, forcing it to draw power from your muscles. You literally went all out. Until you learn how to budget your boosts and power, you can't do that."

Leoni couldn't respond, only listen. They helped him back to the clubhouse, where the others were waiting. They were actually talking about this mysterious green light that shredded through the woods. When Akeno saw Leoni barely able to function, she sprang into action, making tea, and a warm towel. The group helped Leoni back to full health, and headed out for dinner. Leoni sat relatively silent, thinking about his performance that day. He pulled out his notepad, and began writing down musical terms and their definitions.

Koneko looked over at him, curious. "What exactly are you doing?"

Leoni smiled at her. "Thinking of new attacks."

Rias heard this, and sighed. "Leoni...relax...wait...Scherzo, Arpeggio, Marziale…? These are musical terms…"

Leoni became excited. "Exactly! ZweiNacht is a musical inspired weapon. So, why shouldn't my attacks be?"

Rias, to Leoni's surprise, became intrigued. "So, Marziale...meaning fierce. Like the blast you used?"

Kiba looked on. "What about a coda? Like, to repeat?"

Soon, Leoni was walking home with a list of all new things to try, and learn to balance. He looked up at the stars from his window, and smiled, more determined than ever. Leoni's phone buzzed, and caught his attention. He looked at his clock beside his bed. It was 12:37 PM. Who could be calling? Leoni answered the phone.

"Hello?" He asked.

"Leoni? It's Issei. I got your number from Rias."

"Oh! Yeah, no problem. What's up? It's pretty late…"

"Well...have you seen Irina?" Issei asked.

"Well, no...Wait, come to think of it...I haven't talked to her in a while…"

"Same here. After dinner, she was supposed to come back here, but she never came back at all. I just checked with Rias and Asia. They haven't seen her either. And no response from her phone. Not even text."

"Weird…" Leoni responded, getting concerned.

The phone crackled a little on Issei's end, then his voice could be heard, panicked. Leoni also thought he heard an explosion outside. Issei came back on the phone.

"Leoni, get over here now!"

"What? Why!?"

"Rossweisse, Irina and Xenovia are in big trouble! There's a group of devils chasing them! Powerful ones too!"

 **Wow...this took a looooooooong time to write. There are some odd story points, and I'm welcome to critique. Just don't be overly nit-picky. Or a jerk. But I'm open to ideas and such. Thanks for reading!**


	4. Chapter 4

**So, I thought I'd take this time to answer some questions both about the story and for me. I was asked what songs I listen to for Leoni's powers and how they affect him. Well, I actually listen to a lot of Initial D when writing fight scenes. Just gets me pumped. It's cheesy, I know, but it gets me in the right state of mind. Also, as mentioned in the last chapter, with the different musical terms, they more reflect how his power is used. Not how music affects him. Also, I am going off of the anime universe, so just be aware that if there are any characters you are looking for that don't show up, run it by me, and I'll do some digging. I was asked if there would be a chapter that focuses on the guys. Well, I've been toying with side chapter ideas like that. Especially with the summer training coming up for the group. But I will mess with ideas like that. To address something from chapter one, regarding the Issei Vs Leoni fight, in the anime, it is acknowledged that devils have much higher strength than humans, as well as Issei knows how to fight after being through so much, so it is no surprise that Leoni didn't do much to him. Also, no, I won't go nuts with the exemption piece. In fact, I'll be revealing more details on it soon.**

Leoni sprang from his bed quickly, turning off his phone. In the distance, he could hear the obviously intense battle taking place between Xenovia, Irina, Rossweisse, and these unknown enemies. Supposedly, they were demons. But especially with Issei's reputation, who would attack the house of Gremory for no reason? Of course, there was the Chaos Brigade, but they were more neutral at this point than anything.

Leoni hurried outside quickly, only to be met with a flurry of purple spear-like objects. He shielded himself as best he could, and ducked into a nearby alley. The attacks kept dropping like heavy rain, focussed more on the street than anything else. Leoni carefully checked the situation. It appeared that the attack was barely doing any damage to the houses. And they weren't weapons belonging to a fallen angel. That confirmed that they were most likely devils. But, what house, who they were, or what they looked like prevented that theory from being actually proven. Besides, why wouldn't the attack damage the house?

As he thought about these questions, Leoni summoned his ZweiNacht in a green flash. It was time he made at least somewhat of a dash for more reliable cover. He started his Tempo boost, and began a dash through the storm of blades. As he did, he managed to see the attacker. It was a woman, with purple hair that reached probably down to her waist, and was braided. She had a scar running horizontally across the bridge of her nose. She had piercing green eyes, and what looked like an aggressive gaze. She wore a black coat, and a dark red tank top underneath. She also wore dark blue skinny jeans. It seemed as if she noticed him as well, as her gaze was locked on him as he looked at her. Leoni internally panicked.

He rolled into cover as quick as he could. Strangely enough, the onslaught stopped as he regained footing. He saw Irina and Rossweisse dealing with another enemy far in the distance. Issei ran past with Rias and Akeno, not seeing him. Akeno stopped for a minute, and looked at the house. She yelled something inaudible, then ran inside. Issei and Rias soon followed. This meant two things, the others were safe, and...whoever was shooting earlier, had either left, or was hiding. Leoni turned around, checking the area. Nothing in sight at the moment. If Irina and Rossweisse were okay for the moment, he assumed the purple haired woman's target was Xenovia. So, the next course of action was to find Xenovia. Leoni hadn't seen her, so she may have been hurt.

He ran down the stairs leading to the up to the street. It was dark, with only a few lights. He hurried to the middle of the street, and looked both left and right, seeing if there was anyone nearby. Again, no one to be seen. As he turned to leave, a voice, a little quiet, but crisp, sounded behind him.

"That gear...where did you get it…?" The voice spoke. It was easy to tell it was more feminine.

Leoni turned around quickly, and backed up, cautious. It was the purple haired woman from before. She seemed calmer up close, and although her gaze was as intimidating as before, it seemed almost genuinely curious, with no malice. Leoni, although careful, decided to answer her question with his own.

"Tell you what...I answer you, you tell me your name, and why you're attacking." He asked her, relaxing ever so slightly.

She pondered this for a second or two.

"That seems fair. I see no problem." She responded with a half smile.

"This gear showed itself to me when I wanted to protect someone important."

"I see...this person...is it the head of the house you are an exemption piece in?"

Leoni laughed. "Surprisingly, although it's my duty to protect the head of the house, no."

She tilted her head, her hair falling from her shoulder. "Then who was it…?"

Leoni, once again, laughed a little. "That's not how this works. Your turn to answer a question."

She giggled at that. "True. My name, is Eva Rose, and I belong to the organization Destiny Omega. We attacked, because we want to understand why you were chosen as an exemption piece."

Leoni ran the information through his head once more. "Eva...Do you intend to destroy the house I'm part of?"

"If need be, yes. Anything to assure that you will come with us."

He began to back away. "Not on your life. I'd rather die than abandon the people who gave me another chance at my waste of a life."

Eva giggled. "And who said they didn't plan all of this? That you aren't just a replacement of another piece? You don't know anything of how the life you love so much now came to be."

Leoni had heard enough. He gritted his teeth, and shot a bolt of energy at her, which she simply side stepped.

Eva tilted her head."Is that what we've resorted to? I simply want to understand you, Leoni."

"Shut up!" He responded. "I won't have you talk that way about me, or my friends!"

Eva smiled. "If that's how you feel…Let's dance." She summoned her gear, a set of 6 kunai, with rubies in the middle, and gold blades.

The two circled for what seemed like an eternity, then Eva charged forward. Leoni pivoted on his right foot, as Eva slashed and missed, and he threw his fist into her stomach with a quick jab. She staggered, and Leoni took his chance.

"Arpeggio!" He commanded of his weapon. He threw 3 solid punches, each stronger than the last. The first connected with her gut again, the second connecting as an uppercut to her chin. As the second strike came, the gauntlet charged with energy, and launched Eva into the air with a powerful blast. Eva was left winded, and unable to act yet again. Leoni followed up with a jump into the air, and clasping his hands together for a heavy downward hit.

"Accent." He recited calmly. His hands lit up again, striking her hard, sending her down, and creating a crater in the road. She gasped for air, but quickly got up, launching the same assault as earlier. Leoni was caught in the air, and was pummeled quite a bit before being thrown into a nearby wall. He got up slowly, before returning to his stance. Eva was pretty hurt, while Leoni shrugged off her attack like it was nothing. Eva realized she was outmatched at her current state. She dismissed her weapons, and looked at her cuts and bruises. She winced, and shook her head.

"Impressive...I shouldn't have underestimated you, Leoni. I will meet you again one day...and hopefully, you will join us…"

"Wait. What even are you all?" He asked.

She sighed. "Exemption Pieces...abandoned by their masters...we're just like you, Leoni."

And with that, she slowly faded away, fragmenting into flower petals in the wind. Leoni lowered his guard. However, Eva's questions troubled him. The origin of the Exemption Piece was still a mystery to him. Plus, how was he selected to be in Rias' house in the first place? How did they find him? Rias passed by the staircase, and saw him. She gasped, excited.

"Akeno, Issei! He's down here!" She exclaimed, running down. Akeno and Issei were quick to follow.

Rias gave Leoni a hug. "We heard they were after you,and I assumed the worst. Especially because of how tired you were today...are you alright?"

He showed no real expression, and just looked away. Akeno became concerned.

"Leoni…?" She asked.

"...if a piece is killed, can a house head replace them with someone else…?" He finally responded.

Akeno looked at Rias. Rias was a little confused, but answered as best as she could. "Well...of course…"

"...Have you ever had another Exemption Piece?" He asked, looking at her, concerned.

She looked a little surprised. "Of course not…"

"Alright...I...I need some questions answered."

"Like what?

The group, including Irina, Rossweisse, and Xenovia met back at Leoni's home. Apparently, after Eva left, so did the other attackers. Leoni tried to make tea, but Akeno insisted she take over. So, he pulled up chairs and tables for everyone to sit down.

Irina looked extremely tired. "I...I've never seen power like that…"

Xenovia nodded. "I had an extremely hard time keeping up...Those devils were no joke."

Rossweisse changed back into casual clothes instead of her armor. "Who were they, though?"

Leoni stared at the ground, and quietly repeated the name Eva told him.

"Destiny Omega…" He recited once or twice.

Issei overheard him mumbling. "What?"

Leoni said it louder. "Destiny Omega...They're an organization made of Exemption Pieces abandoned by their masters."

Rias looked shocked, then looked away. Leoni noticed, then stood up.

"Rias, explain why Exemption Pieces were not allowed 8 years ago." He demanded.

Issei stood up to defend Rias. "Hey, calm down. Don't treat her like she's at fault for their attack."

Rias shook her head. "No, it's fine. It's about time I explained anyway."

Rias took a sip of her tea, and a deep breath.

"A long time ago, Exemption Pieces were the norm. Even my brother had one. Unfortunately, there was one Exemption Piece that stood out among the rest. His name was Nova Marco. The gear he possessed was one unlike any other. But, he began to slowly go insane, throwing fits when he couldn't actually kill the other pieces in a rating game. He even attacked his fellow pieces. Slowly, he tried corrupting other Exemption Pieces to think the way he did. That they could overthrow the devils, angels, and so on. We decided to seal Nova away, to prevent him causing further chaos. But Nova became even stronger, and broke the seal. So, we had to kill him. We lost many good devils that day. We then decided that we needed to stop using Exemption Pieces. So all Exemption Pieces were no longer allowed, and were dismissed. We brought them back, because there were so many people that held great potential, but could not be added to any roster."

Leoni looked away. "So because of that one person, you forced the houses to abandon their Exemption Pieces…forced tons of people who had grown close with one another to break apart…"

Irina spoke. "I don't think they had a choice...at that point, they couldn't tell who Nova had affected, or if anyone would try what he did…"

Leoni looked at Irina. "Then what am I…? A do over…? Another try at a dangerous concept...a lab rat?"

Rias looked offended. "That is not at all what you are!"

Leoni responded, angry. "Then let me ask you, how did you find me in the first place!?"

Rias attempted to speak, but nothing came out.

Leoni asked again. "Well!?"

Rias suddenly looked guilty. She turned away from him.

Akeno spoke for her. "She saw you were moving here, and saw your potential after investigating! Simple as that!"

Leoni shot a glare at Akeno, which hit her pretty hard, emotionally.

"That's garbage, and Rias knows it." He said, venom in his voice. "Tell me the truth. Tell us all the truth."

Everyone turned to Rias, expecting an answer of one way or the other.

"...Leoni is right...We found him through a familiar months before, and decided that because he was moving here, we would test to see if an Exemption Piece could be used again...I didn't find him after he decided to move here like I initially implied...In fact, there were several issues financially preventing him from coming here, so we pulled strings to clear the path, so to speak. But, that doesn't mean…!"

Leoni's face said everything Rias needed to know. Tears were starting to well up in his eyes from pure anger and betrayal. Rias quieted herself. Akeno stood up, shocked, and tried to comfort Leoni, touching his shoulder. At this, he snapped.

"DON'T YOU DARE!" He yelled. Akeno winced, and Rias jumped a little.

"I don't know what I can trust anymore...I let myself enjoy this time with you...get to know you...then I find out that this was planned. I was a kid being scammed out of his allowance by a bully he thought was his friend. I truly thought I was special, and then, I learn this. Then, I learn that my entire time here was fake. Worthless. I bet the moment something went wrong, you would drop me like every other Exemption Piece was. I may as well go to Destiny Omega."

Rias stood up. "Leoni, I can't let you do that. You are special! You-"

"Then kill me."

Everyone stopped, and looked at Leoni. He was deathly serious.

"I said, then kill me. End me, right now. So you can have an Exemption Piece you actually want. Instead of a test drive. After all, haven't you monitored enough? If you're done with the tests, and you're satisfied, then just wipe me off the Earth. It'd be better than being abandoned, and left to know what I do, and watch my fake family grow up without me."

Irina began to cry. "L-Leoni….No...why would you say that…? I'm not a devil, and they're still my family-"

Leoni gritted his teeth. "Do you know what it's like to grow close to someone, then learn you were never meant to be a part of their lives!? To be left like this, knowing you don't actually have anything to offer to anyone, and that everything you have was simply an experiment!?"

Irina winced. Everyone remained quiet.

"...DAMN YOU!" Leoni screamed at Rias after what seemed like an eternity. Rias stayed quiet, looking down. Leoni slammed his fist down on the table, shattering a teacup and dish. His hand began to bleed.

"And what If I become like Nova!? Would you even care if I were to die!?

Rias finally worked up the courage to talk.

"Leoni...I...it's true that I planned meeting you, but I have enjoyed every minute of having you here! We all have! And we don't want you to leave! I feel awful about lying, But…"

He was still furious. "But what!? It was your duty!? To mess with my life!?"

Rias responded quietly. "No... I did pick you out...I wanted to have you here. We all agreed...I could have gone with anyone else...You belong with us. Your family. Please, I'm sorry. I should've told you...but I didn't want this exact thing to happen."

"...how can I trust you again? After all this?" Leoni seemed to calm down.

Akeno spoke up. "If you don't want to trust her, trust the rest of us! We didn't know either."

Xenovia agreed. "We won't just abandon you. I promise. We enjoy having you as a friend too much."

Issei, always the fun one, smiled. "Besides, you're my harem apprentice! I have tons left to teach you!"

Leoni calmed down, and began picking up the shattered cup. "...It's very late. You can all stay here tonight...I'll make breakfast tomorrow."

Rias smiled. "Thank you, Leon-"

As she went to hug him, he brushed her aside, ignoring her. Rias was a little hurt that her friend would do that. But then again, considering what just happened...

Akeno came up and hugged Leoni. Leoni hugged her back, and smiled. The rest of the group cheered up, and Leoni calmed down. He even told really cheesy jokes to Irina to make her laugh, as he didn't like seeing her cry. Akeno pulled Rias aside.

Rias smiled. "I'm glad he cheered up. Although, I wish he didn't-"

"How could you?" Akeno demanded.

"W-What…?"

"You not only lied to him, but to us. Do you know how hurt both he, and the rest of us are?"

"Akeno, I'm sorry...I know you like him alot, but I couldn't just tell him he had no choice in where his life would lead him."

"So what? You need to be honest with him, and us. I doubt he'll want anything to do with us for the next few days."

"I know…"

Akeno sighed. "Please. We all enjoy having him here. Don't hurt him or us and break everything...I'm sorry for getting angry, just...be more understanding, and careful."

Rias nodded. "Alright...I understand."

With that, they entered the room again. Leoni was laying out bedding for the girls, as the house had 3 bedrooms. Irina and Rossweisse were gossiping about his looks behind his back, While Issei was getting pillows. After a little bit, Rias stepped in.

"Here. Let me help, Leoni." She said, pulling the bedding from him, and helping as much as she could. Leoni was still pretty quiet. But after Rias was done, she continued to help with other odds and ends. Leoni felt a little bad for yelling.

"Hey, Rias…?" He nervously asked. "I'm sorry for getting so angry…"

Rias smiled. "Leoni, it's fine. I should be the one apologizing. I lied to you, and it was an awful thing to do."

He waited a minute, then smiled. "Yeah. It's fine."

The group watched a movie, until Xenovia fell asleep, then turned it off. Issei and Rias were in the 1st downstairs bedroom, Irina, Xenovia and Rossweisse were in the 2nd. Akeno insisted she stay with Leoni. As the two lay in bed, Akeno surprisingly clothed this time, he found himself unable to sleep.

"Akeno…? What if….what if I do end up becoming like Nova…?" He asked her.

She was cuddled next to him at the time, and sat up. "You won't. No matter how strong you get, I know you'll always know us as your family."

"But...what about Destiny Omega? They seem fixed on having me there."

"Well, I won't let you leave us. You know you would miss us."

Leoni smiled. "True…"

Akeno laid back down, curling up against him again. After a few minutes, he fell asleep. The following morning, he woke up at 8:00 AM to make breakfast. As he sat up and began to get out of bed, Akeno grabbed his hand.

"No...five more minutes, Leoni…" She said, probably still half asleep.

Leoni smiled. "I promised I'd make breakfast…"

Akeno didn't say anything, and just held his hand, and beckoned him back to sleep. Leoni gently pulled away, and covered Akeno in another blanket. Then got dressed. To his surprise, Rossweisse was already up, and dressed, pulling things out to make breakfast. Leoni stopped her before she could continue.

"I said I was making breakfast for everyone, remember?" Leoni said, laughing.

"Yes, I heard you yesterday, but you let us stay here, so I figured I'd make it instead…" She insisted.

"Nope. Sit down. I can make it." He ushered her to the nearby table.

"Alright, alright…"

Leoni fetched a dozen eggs, and cracked them into a bowl. He began whisking them at a medium speed.

"So…" Rossweisse began. "Why did you get so upset yesterday?"

"It wasn't obvious?" He replied, hesitating at her question for a second.

"Well, sort of. I want to know some more details, if that's alright."

"I guess, it's partly because details were hidden from me. But the biggest part of it was the fact that I don't want to end up like Nova." Leoni confessed.

"Nova? Oh, the Exemption Piece that went haywire, right?" She asked.

"Right. I just can't help but think, what if I go out of control? Akeno told me I wouldn't, but I can't be sure...I'm the first Exemption Piece there has been for years. So there's no telling what will happen. As much as I feel grateful to Rias for giving me a power like this, I keep fearing what might come from becoming too strong…" he admitted.

"You won't become like Nova." A voice said from around the corner.

Rias walked out, still in her pajamas, and her arms folded.

"You're more than Nova ever was. Nova refused to get close to anyone. As a result, his power drove him mad, and he attacked those whom he believed shunned him. You obtained your power because you wanted to protect Akeno, and the rest of us. To me, that alone separates you and him." She explained, smiling.

"R-Rias...But...I can't guarantee that I'll stay like that...that the power won't drive me mad…" He stopped whisking.

"As I said, you won't turn out like that. Why?" She trailed off, walking in the kitchen, and taking the bowl of eggs from him, and starting to whisk.

"Because I know you're better than whatever he was trying to become. Now go back upstairs and get some rest. Akeno is probably lonely in there." She finished her sentence. She kept whisking, and it was obvious that she would not let him talk her out of making the rest of breakfast.

Leoni said nothing, but smiled, and slowly walked back upstairs. As he entered the room, Akeno was beginning to stir again. He changed back into his pajamas, and sat on his bed, not waking her, but just thinking. Sure enough, Akeno noticed, and sat up a little. She noticed he had a big smile on his face.

"Good morning...weren't you making breakfast…?" She asked him.

"Well, I was...but Rias took over. The recipes are on the fridge for her to follow…" He said, a little distant.

"Is...something wrong…?"

"No...quite the opposite, actually" He said, laughing.

"What are you thinking about?" She spoke, sitting up fully, close to him.

"Well...I've realized that whatever power I hold...Is nothing compared to what you all gave me when I agreed to become a devil."

"And...what's that?"

He looked at her, with a genuine smile.

"Well, it's like I said before...I never had a real life from where I came from. I isolated myself. But here...In these short weeks...you all have managed to crack open my shell. Like I was sleeping and you woke me up. I've never been happier in my life. And I feel…"

"Feel how…?" She pressed, curious, and a little moved.

"...Bitter-sweet." He finished, but not letting the smile leave his face.

"Bitter-sweet? Why?" She sounded almost sad. All these questions were sounding repetitive, but she knew it was important to both of them.

"Because, just like everything in life, I know this will end someday. But until then, I can rest knowing every moment is special. And what I will remember in my last moments won't be the people I defeated, and not even the training either."

Akeno smiled at him, and put a hand on his. "I think I know what you _will_ remember, though…"

Leoni laughed again, but this laugh was different, like he was lost in times gone by.

"You're right...I'll remember times like these. Power may be important, but that power is nothing, without people to love you, and support you when you're weak."

"Well, we will always be here." She replied quietly, smiling. "Until our final breaths."

 **Wow, this one took me a while. Sorry bout that. Is there a regular upload schedule you would like me to have? Let me know! I opted to go for more of an emotional roller coaster this chapter, and get the main villain group set up. And I got a couple people asking how Leoni was found in the first place, so i decided to address that here. I listened to the song "Only In Sleep" when the morning scene takes place, in case some of you were wondering. I have had a couple people ask what I listen to while writing, so, there you next chapter will be up soon, so don't worry. I really hope you guys like me writing this, as it is really fun! See you soon!**


	5. Chapter 5

**I've been getting a lot of fantastic support for this series, so thank you all so much! We've gotten a ton of views for the story, and I'm very happy! Let me know what you would like me to cover in the next few chapters, or give me some ideas!**

Eva was tending to her wounds after she and a few others returned from their failed mission to retrieve Leoni. She personally was not bugged by his refusal, but the captain wanted him there more than anything. After they gave their report, she decided to relax.

"So...how strong was he?" A voice asked.

A man walked in, with blue, semi-spiked hair extending only to his shoulders, and a lab coat. He wore cargo pants and a plain, black t-shirt. He leaned against the dresser in her room.

"Very." Eva responded, sounding almost annoyed that he was there. "He seemed very loyal to his house, and kicked the crap out of me like it was nothing. Just goes to show that you didn't do your research on him, Ken."

Ken laughed. "Hey, if there was nothing to research, how can you get mad at me? I didn't do anything wrong."

"You didn't do anything at all." She shot back at him.

"Ugh. Fine. Be angry if you want, Eva. Doesn't change the fact that we can't underestimate him or his house again. Especially if the captain wants him to join this badly. I mean, he's borderline obsessed."

"Leoni is the first Exemption Piece in years. Of course he's obsessed. The question is, when is, and what is, our next move?" She said, rolling her eyes.

"For now, we wait. The captain said we have to many other things to worry about now." He informed her.

"Bummer...I wanted to see him again." She spoke to herself, staring out the window.

Leoni was woken up by the sound of someone going through a bag, or some form of luggage in the room next to him. Akeno was downstairs, preparing morning tea for him. But who was in the other room? Groggily, he got up, and changed. He walked into the other room to find Issei going through boxes he hadn't bothered to unpack yet.

"Issei, what in the hell do you think you're doing?" He asked, still trying to wake up.

"I'm helping you get packed!" He said, extremely happy.

"Packed for what…? Come on, it's 9 in the morning…"

"Remember? We leave for Hell today!" He explained.

Leoni blinked a couple of times, running the information through his head again. Suddenly, he was as awake as he could possibly be. He started to rush around, getting clothes, fighting gloves and other needed things.

"Dammit! I forgot!" He exclaimed, panicking.

"Tea is ready!" Akeno yelled up at the two. "Better get it before Rias comes to pick us up!"

Issei rushed down for his tea, and Akeno smiled before turning to the stairs again, and repeating what she said.

"Leoni! Are you alright? Your tea will get cold if you don't come get it!" She informed him.

"I'm fine! I forgot to pack!" He yelled back.

Akeno giggled, and walked upstairs to help Leoni. She brought his tea with her.

"Here." She said, setting the tea beside him. "Is there any way I can help?"

"No, I've pretty much got it. I just panicked because I forgot…" He sighed.

"It's not that big of a deal." She told him, smiling.

"Yeah, it is! We're training for a while, then we're going to some big party? I've only been a devil for a month and a half! I need to make an impression because I'll be the only Exemption Piece there!"

"That's a fair point, but you have the order mixed up. We'll be going to the party tonight first." She explained.

"That's even worse! Now I'll be worried about my appearance all day!" He said, panicking even more.

Soon enough, Rias arrived with the others. They looked like they were going to a beach resort the way they were dressed. Then again, it was summer. Leoni felt underdressed in a t-shirt and cargo shorts.

"You don't look that good, Leoni...did you just wake up?" Kiba asked.

"I forgot we were leaving today…" He admitted in front of the rest of the group.

Rias laughed a little. "No problem. Just so long as you have clothes for tonight ready. All the devil houses will be there, and even some gods."

"R-Right...don't remind me." He said.

Leoni gathered his things, and the gang headed to the train that would take them to her brother's home for the duration of the trip. Supposedly, Rias' siblings were very kind and understood that Leoni was still new to everything, but he was still very nervous. After all, considering the trouble that Nova caused, how would Rias' brother react to him being an Exemption Piece?

The train ride was a relatively quiet one. Rias was talking and being a little flirty with Issei, while the others were joking about times gone by. Leoni sat listening to music on his phone. He preferred listening to electronic and eurobeat, even though it was cheesy and a little odd. Irina noticed he was by himself, and decided to strike up a conversation with him. She tapped him on the shoulder.

"Hey! What are you doing all the way over here by yourself?" She said, sitting in the chair across from him.

Leoni looked up from his phone, and took his earbuds out. "Oh! Sorry 'bout that. Well, you guys are talking about times from these last few years, so I couldn't really join in."

"Oh...right...So, why don't you tell me when and why you took up martial arts? I was always curious." It was obvious she wouldn't let the question go easy.

"Hmmm...I guess it started when I decided I couldn't just sit around at home by myself while my parents were at work, which was almost always. So, I went to a nearby martial arts school nearly every day after I finished my school work. I practiced hard, to keep myself active. But obviously, I stopped when I moved. Boxing on the other hand, I took up when I was 10 years old. I can't explain why, I just enjoyed it."

Irina smiled. "That's cool! Any specific type of martial arts?"

"Well, I took Taekwondo, because it doesn't focus on punches. Mainly kicks. Because I already boxed, it balanced out." He explained.

Irina sat back in her chair. "Interesting. I wish I could've done something like that."

"You use swords, though. It's quite a bit different." Leoni laughed.

"So are Angels and Devils. Yet, here we are…" she replied.

The train soon slowed and came to a stop at it's destination. As they disembarked, Leoni took in his surroundings. He imagined Hell to be uninhabitable, a fiery wasteland. But this Hell looked just like a scene from a fantasy book. The villages and towns in the distance, all looking at a red sky. The group was picked up by a servant of Rias' family, and drove the rest of the way to her brother's home. They were greeted by several servants at the front door. One of them opened the car door for everyone, and they got out, letting the other servants collect their things. One servant approached them, with beautiful silver hair.

"Welcome. It is wonderful to see you all again. And, it is wonderful to meet you, Mr. Schmitt." she spoke politely.

"Um...a pleasure as well, miss…?" He responded, trying not to sound rude.

"My name is Grayfia. I am Sirzechs' queen." She answered, smiling a little.

"Right. Nice to meet you." He smiled back.

The group, including Grayfia, walked into the massive house. Upon entering the house, Leoni was absolutely astounded. This place was fantastic! Spacious, well furnished, and well designed. He couldn't say he wasn't jealous. He prided himself on his own home, yet this place blew it out of the water. The group walked until they found a single room. Grayfia opened the door, and let them in. Standing in the room was a man with red hair, just like Rias'.

He turned and gave a surprisingly calm smile. "Welcome, everyone. It is good to have you here. I just hope the experience isn't as treacherous as the last."

They all laughed a little. Leoni just kind of stood there, in awkward silence. The man noticed, and walked up to him.

"I apologize. You must be the new Exemption Piece I keep hearing about from my sister. My name is Sirzechs Lucifer. Your name is Leoni, yes?"

Leoni was a bit surprised. "Y-Yes sir. It's a pleasure to meet you."

The two exchanged a handshake, and he felt at ease. Sirzechs walked with them, to go meet Rias' parents for lunch. The party wasn't for about 5 hours, and the group arrived shortly after 1 in the afternoon. So, leaving early in the morning, the group had to be hungry. They found their way to the dining room, where her parents were patiently waiting.

"Rias!" the woman who Leoni assumed to be her mother, said excitedly. She and Rias exchanged a hug, and so did Rias and her father.

"It's good to see everyone again." Her father said.

Rias' mother turned to see Leoni looking at the paintings on the wall.

"Oh! I think introductions are in order. We haven't met this boy yet." She laughed.

Leoni looked at them, after being noticed, and felt a little embarrassed he didn't pay attention. Her father approached him first.

"You're the Exemption Piece, right? I hear you've been training hard for Rias' and everyone' sakes. My name is Zeoticus." He said, looking proud. He extended his arm for a handshake.

"Yeah. I-I mean, yes. My name is Leoni." He said, nervous. He shook Zeoticus' hand, and Zeoticus nearly broke his from the mere grip strength.

"No need to be formal. It's a pleasure." He smiled.

"Th-Thank you." He said, trying not to look like he was in pain.

Rias' mother walked up and smiled. "I am Rias' mother, Venelana."

Leoni smiled back. "A pleasure to meet you."

The group, now all settled, sat down to eat. The main course was a wonderful roast duck, with herbs and spices, coupled with tomato soup. Leoni thought he had died and gone to heaven. Ironically, this was the exact opposite place.

"So, Leoni," Sirzechs began. "You live on your own from what Rias tells me. What do you do for a living?"

He smiled. "Well, I don't do a whole lot right now, because I have my school fees waived due to my situation. But, I'm a musician on the side. Even more so now, because of my Forgotten Gear."

Venelana smiled. "That's wonderful. Do you play an instrument? Or do you sing?"

Leoni laughed. "A little of both."

Issei chimed in. "But the way he fights, you'd think he'd be a professional MMA fighter!"

Kiba agreed. "I've experienced that truth first hand."

"Is that so?" Zeoticus laughed.

Rias nodded. "He's pushed himself to the brink of death twice for us already. I'm very impressed with the progress he's made."

At that statement, Sirzechs gave Rias a look of concern. And she knew exactly why. Nova.

"But that's not to say he's gotten to the point of being overconfident!" She added.

"Sirzechs, don't worry." Leoni said.

The family stopped eating for a second.

"I know about Nova, and what he's done. And I never want to get to that point. As I've said so many times before, Rias, and everyone here have given me another shot at life, whether it was planned in advance or not. I'll control my gear, and do my best to protect them. You can be damn sure of that." He explained, looking confident all the while.

It took the group a minute, but Sirzechs smiled. "Good man. I look forward to seeing your progress as a devil."

Leoni nodded confidently. "Understood."

The rest of dinner was pretty lively, with Leoni becoming increasingly comfortable around the Gremory family. They exchanged stories about years past, though he didn't have many.

Zeoticus laughed. "So, to summarize, Issei took out the trash when you first met?"

Leoni laughed as well. "Of course! I couldn't do anything to him. I got maybe one solid hit in."

"So, what is your Forgotten Gear then, Leoni?" Venelana asked.

"Rias, is it okay to show them?" He asked.

"Yes. Just lay off of the lasers and whatnot." She said, laughing a little.

Leoni stood up, and summoned his gear with his signature green flash. Sirzechs took immediate interest in the weapons. Leoni turned them around, and showed them off a little.

"They operate like equalizers, is what Rias told me." He said.

Akeno chimed in. "Leoni can change how he fights by using aspects of music. Like Tempo, Bass, Melody, and even some of his attacks are based off of musical terms. So, he can control the flow of battle by adapting, and mixing up his attacks, just like a piece of music."

Venelana smiled. "Then I guess it's good you're a musician!"

"I'd say so. I'd like to see it in action if at all possible." Sirzechs commented.

Asia piped up. "We have the party tonight, so I don't know if that's a good idea…"

Sirzechs smiled. "Ah. Quite right. We will see it when training time comes."

The group helped with dishes, so the servants wouldn't be working for hours. After which, they began to prepare themselves for the party. Leoni pulled a nice suit out of his bag. It was black, with jacket and everything, but a grey vest, and tie. He made sure his tie didn't look too long, and left the room, tapping his dress shoes on the floor, to make sure they fit well. He walked down the hall to the party area. The room was a lavish ballroom, with plenty of space for thousands of people. Akeno walked in soon after, wearing a beautiful purple dress. One by one, everyone trickled in, until guests began to arrive. Rias and her family greeted everyone, once again, Leoni not knowing anyone. He simply said hello to the passing guest every now and then, while minding his own business. After a while, a young blonde girl approached him.

"Your name is Leoni, right? Issei was telling me about you." She asked,

Leoni didn't expect anyone would talk to him, so he was a little surprised. He gave her his full attention.

"Oh! Yes, that's me. And you are…?" He asked in return.

"I'm Ravel Phenex. I'm told you're an Exemption Piece?" She introduced herself.

Leoni would've rolled his eyes if he weren't talking to someone he knew was part of a big devil family.

"Well, yes." He answered simply.

"Huh. Interesting...So, are you dating anyone?" She questioned, as if it were common to ask.

Leoni nearly had a heart attack. "E-Excuse me? Am I dating anyone?"

"Yeah. Not that I care, though…" She looked away.

"Well, no...I've only been a devil for about a month and a half, and have only really been social for that long…"

"Ah, that's right. Rias found you a few months ago when you were by yourself, and wouldn't talk to anyone. When they asked Rias to be the one to take you on, I have to admit, I was a little jealous. I would've loved to have you in my ranks." She said, looking proud.

"U-Uh...thanks…" Leoni didn't have to be a genius, to put two and two together from her conversation.

Ravel leaned against the wall, looking at the ground.

"It's odd really. I mean, Nova was violent right from the beginning, and we saw how he turned out. But you seem nice. Even protective from how Rias and Issei described you." She said, sounding like she was being honest.

Leoni took notice of this, and relaxed a little.

"Well, it's a little overwhelming, being the first Exemption Piece in this long...I'm just afraid the day will come, where I go berserk, and hurt someone." He admitted.

Ravel looked at him. "Well, I would know first hand, that you won't end up like him."

"Why do you say that?" Leoni asked.

"Because Nova was an early member of the Phenex ranks."

Leoni paused. This girl had direct contact with Nova. She knew very well how he acted, and how he came to be the way he was in the end.

"Wait...what do you mean? You knew Nova?"

"Remember," she started, looking proud. "Devils live longer than humans. So I'm older than I look."

Her look of pride faded as she remembered. "But yes...I knew Nova. He seemed very quiet when I met him as a younger girl. I tried to get to know him, but he wouldn't have it. As we got older, I noticed he tended to defy Riser, and even abuse the women in the peerage. He had no fear of it, nor Riser, as Riser wouldn't do anything to his most powerful piece, nor anything besides treat us poorly. Nova became aggressive, isolating himself from us as much as possible, until he made himself go insane from power lust and loneliness. He even tried to kill a couple of us on multiple occasions."

"That's...that's awful…" Leoni said, quite surprised from what he had heard.

"When the day came to kill him after he broken out of the seal, I wanted to fight. I had a personal grudge with him making attempts at my life. But Riser made me stay. Now I know that if I had gone, I would've most likely died. But when they made the decree to release all Exemption Pieces, I felt sad for all the pieces that worked so hard to become useful to their houses. We even considered erasing their memories...but we figured that would be even more painful for the household heads to do. So, we simply removed them from our ranks, and let them do as they pleased, but forbidding them from having anything to do with devil affairs unless formally put into a house."

"I see…" leoni said, looking at the ground.

"But the others tell me you're different. You protected them, and have struggled with them, and even argued. Just like a house should from time to time." She smiled.

"...If I could ask, do you remember his Forgotten Gear?"

"Yes. it was called...Mors Aurorae. It was latin for Death of the Dawn. They were twin blades that could equip him in black and purple armor when he needed."

Leoni stared at his hands, wondering if the ZweiNacht could become that chaotic. Ravel seemed to notice.

"Leoni, your gear won't betray you like Nova's did. Lyra has always been a kind spirit with a heart of gold. The only one who could become aggressive is you, if you chose to."

"Thanks…" He said, not quite believing her. "But I have to make sure I learn to control this on my own."

Zeoticus tapped a glass in the middle of the ballroom, to get everyone's attention. Both Leoni and Ravel straightened up, paying full attention.

"Thank you all, for coming to our home. We have much to celebrate! First of all, Issei successfully saved my daughter, Rias, from Loki. Furthermore, the war between Angels, Devils, and Fallen Angels is still over! We have had nearly no backlash!"

Everyone cheered, excited for the success of the past year. Zeoticus laughed, then settled them down.

"We also have exciting news, regarding the...sensitive subject of the Exemption Piece."

Now, as a teacher would hear talking during a lecture, people were still talking during Zeoticus' announcements. However, when the topic of the Exemption Piece arose, all talking stopped. It was as if the room froze. Leoni went sheet white, seeing all these people stop everything for something involving the Exemption Piece.

"As many of you are aware, we decided to allow Rias to use an Exemption Piece, to see if we could start the idea again. Well, Rias has found an Exemption Piece. His name is Leoni Schmitt. Leoni, could you come here, please?"

Leoni froze for a second, as he felt all eyes fall on him. He hesitantly walked up, and stood beside Zeoticus. He felt the most nervous he had ever been in his life.

"Now, introduce yourself." Zeoticus encouraged him.

"R-Right...My name is Leoni Schmitt...I'm 18 years old, and moved near where Rias lives about a month and a half ago."

"And there you have it. Leoni has already proved to me he will protect my daughter and her friends, so until proven otherwise, I will have faith in him. I'm excited to see the Exemption Piece come into play again." He said.

The group seemed half and half on the idea of bringing Exemption Pieces back, and Zeoticus could see that Leoni wasn't in a spot where he would be applauded. But after a while, a few people began to clap, and congratulate him. Soon enough, the entire room was excited for Leoni, clapping and cheering. Leoni began to smile, and even laugh a little bit.

The remainder of the party went well. Leoni got the chance to meet many members from various houses, and actually had a fantastic time. The event was starting to die down a little, and he decided to take a little break, and go say hello to Akeno. He walked over to the table she was seated at, and sat down with her.

"Quite the party, right?" he asked.

"It always is. I love doing this every year." She responded, smiling. "It always takes the stress of our daily lives, and tosses it out the window. Last year, we had some issues, but, you know about that already."

"Right. I suppose that's why Rias is so protective of him now. You had your eyes on him for a while, didn't you?" He laughed.

"Absolutely. He was funny, kind when he wanted to be, and despite being a pervert, knew what was right and wrong." She admitted.

She looked over at Rias, flirting with Issei yet again, and gave a slight giggle.

"But, when it comes down to it, those two belong together. After all they've been through together, how could they not?"

"Well, I'm sure someone is waiting out there, just for you." He reassured her.

To that, she smiled, sitting up a little. "No offense, but it's surprising to hear that from you. After all, you were alone most of your life, yes?""

he laughed again. "You're right. I guess you guys really have changed me then. But I genuinely know that there's someone out there for everyone. Maybe it'll be a short time until you find them, maybe the rest of your life. But I have hope, and so should you!" he encouraged her.

Akeno smiled, then started laughing. Leoni was confused.

"That sounded like a line from a romance novel." She giggled.

Leoni turned a little red. "W-What? I'm just being honest!"

She stood up, and started walking away, Leoni thinking he messed up big time. She stopped, and leaned down by his ear.

"Thank you." She said quietly.

And what Leoni got next, he never expected. She kissed him on the cheek, and retired to her room for the night. He was absolutely beet red by that point, wondering why she would do something like that. Guests began to leave, almost as quickly as they came. Finally, the servants began to clean up, and Leoni left, alone again with his thoughts. He changed into casual clothes, and sat on his bed. He thought about everything that had happened.

He spent most of his life away from others, with parents who couldn't care less where he was, or what he was doing. They were never there, so why should they? As a result, Leoni had to grow up faster than most kids. He didn't know how to make friends, or how to talk to others. After a while, he used martial arts and boxing as a way to vent the anger, and loneliness. This was the norm for years. Eventually, his parents decided it would be best to send him on his own. He assumed that was something to do with Rias now. He moved to Kuoh Academy, where his life seemed to change right from day one. Next thing he knew, he saw his classmates using weapons, talking about Devils, Angels, Fallen Angels, Dragon Emperors, and so on. Something changed that day. It was almost as if the desire to know someone, the desire to feel like he truly existed, pushed him farther than he thought he would go. He became a Devil, and unlocked a power to protect those whom he cared about. Because, strangely enough, he now had more people around him than he ever that he would in his lifetime. He learned how to laugh, how to cry, how to get angry, and how to be courageous, all for the first time this year. He learned of Nova, Rias' plan to bring Exemption Pieces back using Leoni, and all the fear that came because of it. And now, he had a girl kiss him, even if it was on the cheek, for the first time.

Only about one month had gone by for Leoni. One month. But the memories he had would be more than most get in a lifetime.

Akeno knocked on the door. "Leoni…? Are you still awake?"

Leoni snapped out of his trance, and answered. "Yeah. Come on in."

Akeno stepped in, in her casual clothes as well. She sat on the bed beside him, carrying her usual smile.

"I'm surprised. Why are you still up?" She asked.

"Just...thinking about everything. I mean, we start training tomorrow. And already so much has happened."

"We went over this before Leoni. You aren't al-"

"No, I don't mean that. I just think it's….odd. How my life changed so much in so little time." He interrupted.

"Oh. I see. Well, I can see why you're taking time tonight to think. This is the only true relaxation time we've had. Everything else was interrupted by other things."

"But you know what? It's pretty nice to have that happen. Having a lot happen to you, is better than having nothing at all."

 **I've been gone for a long time, and i'm sorry about that. Sorry if this chapter is a little odd. It kind of ended in a brain dump...but I had fun writing it! Seriously, message me with ideas! Thanks guys!**


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